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Candlewic Affiliate Agreement

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Affiliate Agreement

Please read the agreement document below before registering
and click the link at the bottom to indicate your acceptance
of these terms.

This Agreement contains the complete terms and conditions
that apply to your participation as an affiliate in the Affiliate
Program of Candlewic, and the establishment of Links
from your affiliate Web site to our Web site, "Candlewic.com".
As used in this Agreement, "we" or "us" means
Candlewic, "you" or "your" means
the applicant, and "Product" or "Products" means
any and all items offered for sale by us on the Candlewic.com
web site.

1. Enrollment in the Affiliate Program

To begin the enrollment process, you will submit a complete
Affiliate Program application via our site. We will evaluate
your application in good faith and will notify you of your
acceptance or rejection. We may reject your application if
we determine (in our sole discretion) that your site is unsuitable
for the Affiliate Program for any reason, including, but
not limited to, inclusion of content that is in any way unlawful,
harmful, threatening, defamatory, obscene, harassing, or
racially, ethnically, or otherwise objectionable.

If we reject your application, you are welcome to reapply
to the Affiliate Program at any time. You should also note
that if we accept your application and your site is thereafter
determined (at our sole discretion) to be unsuitable for
the Program, we may terminate this Agreement at any time.

2. Links on your site

As an Affiliate Site, we will make available to you a variety
of graphic and textual links (each of these links sometimes
being referred to herein as "Links" or, individually,
as a "Link"), which, subject to the terms and conditions
hereof, you may display as often and in as many areas on
your site as you desire. The Links will serve to identify
your site as a member of our Affiliate Program and will establish
a link from your site to ours. The Links may connect to different
areas of our site.

In utilizing the Links, you agree that you will cooperate
fully with us in order to establish and maintain such Links.
You also agree that you will display in your site only those
graphic or textual images (indicating a Link) that are provided
by us, and you will substitute such images with any new images
provided by us from time to time throughout the term of this
Agreement. All Affiliate Sites shall display such graphic
and/or textual images prominently in relevant sections of
their site. All Links may be modified and/or expanded from
time to time throughout the term of this Agreement pursuant
to the mutual agreement of the parties hereto. Each Link
connecting users of your site to the pertinent area of our
site will in no way alter the look, feel, or functionality
of our site.

You will only earn referral fees with respect to activity
on our site occurring directly through said Links. We will
not be liable to you with respect to any failure by you to
use these Links, including to the extent that such failure
may result in any reduction of amounts that would otherwise
be paid to you pursuant to this Agreement.

3. Our Responsibilities

We will be responsible for providing all information necessary
to allow you to make appropriate Links from your site to
our site. We reserve the right to reject orders that do not
comply with any requirements that we periodically may establish.
We will be responsible for processing every order placed
by a customer following a special Link from your site, for
tracking the volume and amount of sales generated by your
site, and for providing information to Affiliate Sites regarding
sales statistics. We will be responsible for order entry,
payment processing, shipping, cancellations, returns, and
related customer service.

4. Other Responsibilities and Opportunities of Affiliate
Sites

(a) If you qualify and agree to participate as an Affiliate
Site, you shall display Links prominently throughout your
site as you see fit and with our consent.

(b) Compliance with the Agreement: We have the right in
our sole discretion to monitor your site at any time and
from
time to time to determine if you are in compliance with
the terms of this Agreement.

5. Commission Determination

Only Candlewic Products that are (i) sold by us, (ii)
purchased by users within 30 days of linking to our site
from your site pursuant to a Link, (iii) shipped by us, and
(iv)
for
which
we have
received full payment will qualify for a commission (each,
a "Qualifying Purchase"). Commission rates will
be based on the aggregate amount actually paid to us for
Qualifying Purchases of the Candlewic Products, excluding
amounts collected by us for sales taxes, duties,
shipping, handling, and similar charges, amounts due to credit
card fraud and bad debt, and credits for returned goods ("Net
Sales"). All available items on our site will be included
in the computation of Net Sales.

The base commission rate on Candlewic Products will
be equal to 5 percent (5%) of
Net Sales for Qualifying Purchases. Affiliate Sites that
can demonstrate high traffic
volume may qualify for premium level commission rates. The
commission rate is subject
to change at any time or from time to time, in our sole
and absolute discretion. You will be notified of any change
in
the commission rate.

6. Commission Payment

We will pay you commissions on a quarterly basis. When the
total commissions due to you (based on Section 5 above) exceeds
fifty dollars ($50), we will send a commission check for
the applicable commission (less any taxes required to be
withheld under applicable law) and a statement of activity
to you. However, if the referral fees payable to you for
any calendar quarter are less than $50, we will hold those
referral fees until the total amount due is at least $50
or (if earlier) until this Agreement is terminated. Such
commission checks and statements of activity will be sent
approximately thirty (30) days after the end of each calendar
quarter.

7. Reports of Sales

You will be given a password and have the ability to enter
a password-protected web site to receive your sales statistics
on a daily basis.

8. Policies and Pricing

All customers who visit the Candlewic site, including,
without limitation, customers who buy Candlewic Products
through the Affiliate Program, will be deemed to be customers
of Candlewic. Accordingly, all of our rules, policies,
and operating procedures concerning customer orders, customer
service, and Candlewic Product sales will apply to those
customers. We may change our policies and operating procedures
at any time. For example, we will determine the prices to
be charged for Candlewic Products sold under the Affiliate
Program in accordance with our own pricing policies. Prices
and availability of Candlewic Products may vary from
time to time. Because price changes may affect products that
you already have listed on your site, you may not include
price information in your product descriptions. We will use
commercially reasonable efforts to present accurate information,
but we cannot guarantee the availability or price of any
particular product.

9. Publicity

You shall not create, publish, distribute, or permit any
written material that makes reference to us without first
submitting such material to us and receiving our written
consent.

10. Obligations Regarding Your Site

(a) You will be solely responsible for the development,
operation, and maintenance of your site and for all materials
that appear on your site. Such responsibilities include,
but are not limited to, the technical operation of your site
and all related equipment; creating and posting product reviews,
descriptions, and references on your site and linking those
descriptions to our catalog; the accuracy and propriety of
materials posted on your site (including, but not limited
to, all Candlewic Product-related materials); ensuring
that materials posted on your site do not violate or infringe
upon the rights of any third party and are not libelous or
otherwise illegal.

(b) You shall not send any unsolicited email messages or “SPAM” regarding
the Affiliate Program, our connection to the Affiliate Program,
our products sold through the Affiliate Program, your connection
to the Affiliate Program, or your products or services sold
through the Affiliate Program. You will be found to be in
violation of this Agreement if you send unsolicited mailings
using any portion/feature of the Software/Service provided
by Kowabunga! Technologies including an Affiliate Link and
this Agreement will be terminated.

(c) We disclaim all liability for all matters for which
you are responsible under this agreement. Further, you will
indemnify and hold us harmless from all claims, damages,
and expenses (including, without limitation, attorneys' fees)
relating to the development, operation, maintenance, and
contents of your site.

(d) You hereby agree that your site will not, in any way,
copy or resemble the look and feel of our site nor will you
create the impression that your site is our site or is a
part of our site. You also hereby agree that your site will
not contain any content of our site or any materials which
are proprietary to Candlewic, except (i) with our prior
written permission, or (ii) materials which are obtained
by you in accordance with the provisions hereof.

11. Term of the Agreement

The term of this Agreement will begin upon our acceptance
of your Affiliate Program application and will end when terminated
by either party. Either you or we may terminate this Agreement
at any time, with or without cause, by giving the other party
written notice of termination. Upon the termination of this
Agreement for any reason, you will immediately cease use
of, and remove from your site, all Links to our site, and
all Candlewic trademarks, logos, and all other materials
provided by or on behalf of us to you pursuant hereto or
in connection with the Program. You are only eligible to
earn commission on sales occurring during the term, and commissions
earned through the date of termination will remain payable
only if the related Candlewic Product orders are not
cancelled or returned. We may withhold your final payment
for a reasonable time to ensure that the correct amount is
paid.

12. Modification

We may modify any of the terms and conditions contained
in this Agreement, at any time and at our sole discretion,
by changing this agreement as posted on our site. Notice
of any change by e-mail, to your address on our records,
or the posting on our site of a change notice or a new Agreement,
is considered sufficient notice for notifying you of a modification
to the terms and conditions of this Agreement. Modifications
may include, for example, changes in the scope of available
referral fees, referral fee schedules, payment procedures,
and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO
YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR
CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING CHANGES
TO THIS AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE
OF THE CHANGE.

13. Relationship of Parties

You and Candlewic are independent contractors, and nothing
in this Agreement will create any partnership, joint venture,
agency, franchise, sales representative, or employment relationship
between the parties. You will have no authority to make or
accept any offers or representations on our behalf. You will
not make any statement, whether on your site or otherwise,
that reasonably would contradict anything in this Section.

Candlewic may cite your name or URL in connection with
your participation in the program in materials including,
but not limited to, postings on our site, newsletters, advertisements,
and other communications.

14. Disclaimers

We make no express or implied warranties or representations
with respect to the Affiliate Program or any Candlewic
Products sold through the Affiliate Program (including, without
limitation, warranties of fitness for a particular purpose,
merchantability, non-infringement, or any implied warranties
arising out of course of performance, dealing, or trade usage).
In addition, we make no representation that the operation
of our site will be uninterrupted or error free, and we will
not be liable for the consequences of any interruptions or
errors.

15. Representations and Warranties

You hereby represent and warrant to us as follows:

(a) This Agreement has been duly and validly executed and
delivered by you and constitutes your legal, valid, and binding
obligation, enforceable against you in accordance with its
terms.

(b) The execution, delivery, and performance by you of this
Agreement and the consummation by you of the transactions
contemplated hereby will not, with or without the giving
of notice, the lapse of time, or both, conflict with or violate
(i) any provision of law, rule, or regulation to which you
are subject, (ii) any order, judgment, or decree applicable
to you or binding upon your assets or properties, (iii) if
you are a legal entity, any provision of your by-laws or
certificate of incorporation or other organizational documents,
or (iv) any agreement or other instrument applicable to you
or binding upon your assets or properties.

(c) You are the sole and exclusive owner of the Affiliate
Trademarks and have the right and power to grant to us the
license to use your trademarks in the manner contemplated
herein, and such grant does not and will not (i) breach,
conflict with, or constitute a default under any agreement
or other instrument applicable to you or binding upon your
assets or properties, or (ii) infringe upon any trademark,
trade name, service mark, copyright, or other proprietary
right of any other person or entity.

(d) No consent, approval, or authorization of, or exemption
by, or filing with, any governmental authority or any third
party is required to be obtained or made by you in connection
with the execution, delivery, and performance of this Agreement
or the taking by you of any other action contemplated hereby.

(e) There is no pending or, to the best of your knowledge,
threatened claim, action, or proceeding against you, or any
affiliate of yours, with respect to the execution, delivery,
or consummation of this Agreement, or with respect to your
trademarks, and, to the best of your knowledge, there is
no basis for any such claim, action, or proceeding.

(f) You are an adult of at least 18 years of age.

16. Confidentiality

Except as otherwise provided in this Agreement or with the
consent of the other party hereto, each of the parties hereto
agrees that all information including, without limitation,
business and financial information, customer and vendor lists,
and pricing and sales information, selling and pricing procedures,
trade secrets, including, without limitation, system designs,
program materials (including source code and any documentation
which has not been publicly distributed or disclosed), operating
procedures equipment design, product specifications, and
any other proprietary technology concerning us or you, respectively,
or any of our Affiliates or Kowabunga! Technologies’ My
Affiliate Program provided by or on behalf of any of them
shall remain strictly confidential and secret and shall not
be utilized, directly or indirectly, by such party for its
own business purposes or for any other purpose except and
solely to the extent that any such information is generally
known or available to the public through a source or sources
other than such party hereto or its affiliates. Notwithstanding
the foregoing, each party is hereby authorized to deliver
a copy of any such information (a) to any person pursuant
to a subpoena issued by any court or administrative agency,
(b) to its accountants, attorneys, or other agents on a confidential
basis, and (c) otherwise as required by applicable law, rule,
regulation, or legal process including, without limitation,
the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, and the Securities Exchange
Act of 1934, as amended, and the rules and regulations promulgated
thereunder.

17. Limitation of Liability

WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR
DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE AFFILIATE
PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING
WITH RESPECT TO THIS AGREEMENT AND THE AFFILIATE PROGRAM
WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO
YOU UNDER THIS AGREEMENT.

18. Indemnification

You hereby agree to indemnify and hold harmless Candlewic
and its subsidiaries and affiliates, and their directors,
officers, employees, agents, shareholders, partners, members,
and other owners, against any and all claims, actions, demands,
liabilities, losses, damages, judgments, settlements, costs,
and expenses (including reasonable attorneys' fees) (any
or all of the foregoing hereinafter referred to as "Losses")
insofar as such Losses (or actions in respect thereof) arise
out of or are based on (i) any claim that our use of the
Affiliate Trademarks infringes on any trademark, trade name,
service mark, copyright, license, intellectual property,
or other proprietary right of any third party, (ii) any misrepresentation
of a representation or warranty or breach of a covenant and
agreement made by you herein, including, without limitation,
violation of the policy prohibiting unsolicited emails/SPAM,
or (iii) any claim related to your site, including, without
limitation, content therein not attributable to us.

19. Independent Investigation

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE
TO ALL ITS TERMS AND CONDITIONS. YOU UNDERSTAND THAT WE MAY
AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS
ON TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT
OR OPERATE WEB SITES THAT ARE SIMILAR TO OR COMPETE WITH
YOUR WEB SITE. YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY
OF PARTICIPATING IN THE AFFILIATE PROGRAM AND ARE NOT RELYING
ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN
AS SET FORTH IN THIS AGREEMENT.

20. Governing Law

This Agreement will be governed by the laws of the United
States and the Commonwealth of Pennsylvania, without reference
to rules governing choice of laws. Any action relating to
this
Agreement
must be brought in the federal or state courts located in
Philadelphia, Pennsylvania, and you irrevocably consent to
the jurisdiction of such courts. You may not assign this
Agreement,
by operation
of law or otherwise, without our prior written consent. Subject
to that restriction, this Agreement will be binding on, inure
to the benefit of, and enforceable against the parties and
their respective successors and assigns. Our failure to enforce
your strict performance of any provision of this Agreement
will not constitute a waiver of our right to subsequently
enforce such a provision or any other provision of this Agreement.